Canada

Banking and finance

Stikeman Elliott LLP‚Äôs banking practice shines in borrower-side work, particularly in the mining, aviation and energy arenas. The firm receives a steady stream of mandates from major corporations across its extensive Canadian network, and is regularly involved in deals in Toronto, Montreal, Calgary and Vancouver. In Toronto, Jennifer Legge had a hand in many of the firm‚Äôs most high-profile deals in 2015/16, including advising Hudson‚Äôs Bay in a $1bn senior secured term loan. Daphne MacKenzie leads the banking group in Toronto and advised Alacer Gold and Anagold Madencilik Sanayi ve Ticaret on a $250m project financing. Stream finance is an increasingly active area and MacKenzie is also a key name in that field. Among the other notable names in Toronto, Peter Hamilton is a ‚Äėcorporate finance specialist‚Äô who is very highly regarded. In Quebec, Sterling Dietze has a strong record in regulatory matters and also handles transactional issues. Montreal banking lead Howard Rosenoff has a broad practice that encompasses traditional lending, project finance and film finance; he recently advised the Tembec Group on asset-based revolving and term loan credit facilities worth $212m. Leland Corbett heads the banking group in Calgary and is recommended for corporate finance matters.

Capital markets

Stikeman Elliott LLP is praised for its ‚Äėinnovative and creative approach to complex issues‚Äô, with capital markets co-chair D'Arcy Nordick highlighted as a ‚Äėleading debt capital markets lawyer‚Äô. Toronto-based Nordick recently advised a syndicate of dealers, led by CIBC, on the C$1bn issuance of notes by CPPIB on behalf of the Canada Pension Plan Fund. Among the Montreal office‚Äôs highlights, Jean Marc Huot advised BCE on a C$863m bought deal equity offering. The group also benefits from significant capital markets capability in the firm‚Äôs Calgary and Vancouver offices. Steeve Robitaille is a ‚Äėgo-to lawyer in the Montreal market‚Äô, and corporate heavy hitter John Ciardullo is a respected figure in Toronto.

Competition and antitrust

Stikeman Elliott LLP is widely regarded as ‚Äėone of the best competition law firms in Canada‚Äô. Group head Paul Collins is highly active in merger review and is also a favourite for foreign investors in Investment Canada Act matters; he and Michael Kilby are advising US-based Lowe‚Äôs Companies on its C$3.2bn acquisition of Rona. In another high-profile review, Collins is advising Allergan on the $40.5bn sale of its generics business to Teva. Susan Hutton is also recommended for transactional matters and advised Canexus on its acquisition by Superior Plus, which involved in-depth competition reviews by the Canadian Competition Bureau and the US Federal Trade Commission. Litigator Katherine Kay ‚Äėis the lawyer you want in your corner‚Äô and is advising several De Beers defendants in a series of multi-jurisdictional competition class actions across Canada relating to the alleged price-fixing of gem-grade diamonds. Counsel Lawson Hunter QC is a ‚Äėdean of Canadian competition law‚Äô. All named partners operate out of Toronto, except for Ottawa-based Hutton.

Corporate and M&A

M&A powerhouse Stikeman Elliott LLP continues to garner a high volume of Canada‚Äôs most high-profile deals. The prolific team is well represented nationally, with sizeable groups in Toronto, Montreal, Calgary and Vancouver, and the firm‚Äôs international offices (New York, London and Sydney) play an important role in cross-border deals. The ‚Äėvery strong‚Äô John Ciardullo heads the corporate group in Toronto and advised Sprott Asset Management on its C$1bn hostile bid for Central GoldTrust. In another high-profile Toronto-led deal, public M&A co-chair Sean Vanderpol and Jeffrey Singer advised Harbour Energy on its proposed C$6.4bn acquisition with Alfa of Pacific Rubiales Energy - the deal was ultimately terminated. ‚ÄėMarket legend‚Äô Edward Waitzer, firm chair William Braithwaite and Simon Romano are also recommended in Toronto. In Montreal, Sidney Horn is regarded by many as ‚Äėthe best of the best‚Äô; he and Montreal corporate lead Warren Katz advised Optimal Payments on its ‚ā¨1.1bn acquisition of Skrill. John Leopold is also highly sought after in Montreal and advised Marriott International on the Canadian aspects of its $13.6bn acquisition of Starwood Hotels & Resorts Worldwide. In Calgary, Keith Chatwin advised Legacy Oil + Gas on its C$1.5bn sale to Crescent Point Energy. Chatwin and the highly regarded Christopher Nixon chair the Calgary corporate group. The practice is also very active in Vancouver, where John Anderson is a key contact.

Environment

Stikeman Elliott LLP‚Äôs environmental group is led by the highly regarded Larry Cobb. The team also includes newly promoted partner Patrick Duffy, who handled several significant matters in 2015/16, including advising wpd Canada on an application before the Ontario Divisional Court for approval of its White Pines Wind Project.

Infrastructure and projects

Stikeman Elliott LLP has a multi-disciplinary practice that is strong in development, procurement and financing matters. Among its recent highlights, Toronto-based energy co-chair Glenn Zacher advised ITC Holdings on its efforts to develop a C$1bn cross-border HVDC submarine transmission cable under Lake Erie. In Montreal, Erik Richer La Fl√®che is widely regarded as a leader for infrastructure law and acted for Macquarie Infrastructure Partners and Concession A25 in the C$395m refinancing of the Autoroute 25 PPP. Toronto-based Jim Harbell heads the national project development and finance group, and brings expertise in development, energy and regulatory issues.

International trade

The trade team at Stikeman Elliott LLP is steered out of Ottawa by Susan Hutton, who brings expertise in anti-dumping, anti-corruption and export controls matters. The group successfully represented Simpson Strong-Tie in an expiry review of certain fasteners before the CITT, and continues to advise on related compliance issues.

Real estate

‚ÄėAmong the best in Canada‚Äô, Stikeman Elliott LLP‚Äôs real estate team provides ‚Äėreliably strong advice and client service‚Äô. Split between the firm‚Äôs offices in Toronto, Montreal, Calgary and Vancouver, the department is well known for its diverse experience, but it particularly excels in advising REITs, pension funds, private equity clients and developers on real estate matters. In Toronto, Eric Carmona is a high-profile figure and handles the full spread of real estate acquisition and disposal, property finance and restructuring matters. Also in Toronto, Douglas Klaassen leverages his deep expertise in structured finance to specialise in commercial mortgage lending and securitizations. Klaassen advised Institutional Mortgage Capital on a series of deals, including over C$500m of new Canadian mortgage loans. Toronto‚Äôs Mario Paura is also highly active and advised Lowe‚Äôs Canada on its C$147m acquisition of 12 Target Canada stores and a distribution centre out of Target‚Äôs CCAA restructuring. In Montreal, Stefan Fews ‚Äėalways impresses‚Äô and advised CAPREIT on its C$490m acquisition of 3,661 suites in 51 buildings from FDL Group. Among the firm‚Äôs development mandates, Vancouver-based Ross MacDonald continues to act for Concord Pacific Group in the development of the C$7bn Concord Pacific Place project. Greg Plater and Richard Jackson are also recommended, in Calgary and Vancouver respectively.

Restructuring and insolvency

Stikeman Elliott LLP‚Äôs restructuring team belies its compact size by delivering a diverse service with strong national capability. In Toronto, David Byers is a noted name and has a leading reputation for insolvency litigation. Ashley Taylor is also a key partner in Toronto and is advising Essar Steel Algoma on its CCAA and Chapter 15 recognition proceedings. The department also has a strong platform in Montreal under litigation and insolvency group head Jean Fontaine. Recent work for Fontaine includes advising Heraeus Metals New York, as the largest creditor, on Kitco Metals‚Äô CCAA proceedings. Fontaine also acted for Cover Industries in its filing for BIA protection following a shareholder dispute. Toronto-based group head Elizabeth Pillon and Montreal-based Guy Martel are also recommended.

Tax

Stikeman Elliott LLP‚Äôs tax practice has strong skill sets across a broad range of corporate tax matters, with international taxation, structured finance, transfer pricing, and commodity taxation all areas of expertise. Toronto group head John Lorito had a strong year and was involved in many of the department‚Äôs headline cases, most notably advising Sprott Asset Management on its C$1bn hostile takeover of Central GoldTrust, and acting for Progressive Waste Solutions in its acquisition by Waste Connections by way of a reverse merger. Other recommended partners are Toronto-based senior partner Ron Durand and Frank Mathieu in Montreal. Since publication, Douglas Richardson has moved to Cassels Brock & Blackwell LLP.

Technology, media and telecoms

Stikeman Elliott LLP shines in telecoms matters under the leadership of ‚Äėexperienced and highly knowledgeable‚Äô regulatory expert David Elder in Ottawa. The firm also has a strong track record in telecoms transactions, with Toronto‚Äôs Sidney Horn recommended in that space. The firm recently advised Transcontinental on the sale of its consumer magazines and websites to TVA Group.

Canada: Energy

Mining

Corporate powerhouse Stikeman Elliott LLP has a diverse mining practice, which is represented nationally across its Toronto, Vancouver, Montreal and Calgary offices, and internationally through its platforms in London, New York and Sydney. Toronto managing partner Jay Kellerman co-heads the global practice and is ‚Äėa recognized leader in the mining field‚Äô; he recently advised Probe Mines on its C$326m acquisition by Goldcorp. Global mining co-head Quentin Markin returned to the Vancouver office in 2016, following five years in Sydney, and is also highly recommended. Among Markin‚Äôs recent deals, he advised Melbourne-based OceanaGold on its C$856m all share acquisition of Canada‚Äôs Romarco Minerals. In another key deal, Toronto corporate head John Ciardullo advised Grupo Mexico on its $100m acquisition of the El Pilar copper project from Stingray Copper. Vancouver-based corporate partner John Anderson and Montreal-based infrastructure specialist Erik Richer La Fl√®che are also well known for their mining experience.

Oil and gas

In a significant coup, Stikeman Elliott LLP boosted its transactional oil and gas capability through the hire of the ‚Äėextremely talented‚Äô Chrysten Perry, the former chair of Norton Rose Fulbright‚Äôs Canadian energy practice. Perry and Frederick Erickson advised Cheung Kong Infrastructure Holdings and Power Assets Holdings on their C$17bn acquisition of a 65% interest in certain oil assets from Husky Energy and related joint venture arrangements. In another headline deal, Christopher Nixon and Keith Chatwin advised Legacy Oil + Gas on its C$1.5bn sale to Crescent Point Energy. On the regulatory side, Keith Miller successfully represented Phillips 66 Canada in two related matters before the National Energy Board. All named partners are based in Calgary.

Power

Stikeman Elliott LLP leverages its top-tier corporate and M&A practice to provide strong expertise in transactional matters. In Toronto, national energy chair Jim Harbell is widely regarded as a leading light for power deals. Harbell recently advised TerraForm Power on the $1.9bn acquisition and acquisition financing of the Raleigh wind power project in Ontario. Eric Bremermann co-heads the Toronto energy group and advised Renewable Energy Trust Capital on its acquisition of CityLight‚Äôs solar power project. In Montreal, Erik Richer La Fl√®che is advising Nation Innue on its partnership with the government of Quebec, Hydro-Quebec and wind companies to develop a C$500m wind project. The firm‚Äôs regulatory capability is equally impressive, with Toronto energy co-head Glenn Zacher noted as a ‚Äėverystrong industry expert‚Äô. Among Zacher‚Äôs recent cases, he successfully represented Capstone Infrastructure in challenging, along with three other parties, the Ontario Electricity Financial Corporation‚Äôs decision to unilaterally change a cost index contained in its long-term power purchase agreements. In another landmark case, Zacher successfully represented the Ontario Energy Board in a Supreme Court case discussing a utility‚Äôs ability to recover operating costs from consumers through rate-setting.

Canada: Transport

Shipping

At Stikeman Elliott LLP, Montreal-based litigator Peter Cullen is well known for his marine insurance practice, and has a strong record advising hull, liability and energy insurers. Highlights included defending the liability insurers of the Vancouver Fraser Port Authority in a construction claim.

On 10 August 2017 the Luxembourg Stock Exchange announced that all domestic and foreign issuers operating on the regulated market (Bourse de Luxembourg) or on the multilateral trading facility (Euro MTF) of the Luxembourg Stock Exchange must provide their legal entity identifier (‚ÄúLEI ‚ÄĚ) codes to the Luxembourg Stock Exchange before 15 September 2017.

The Luxembourg law on the exploration and use of space resources of 20 July 2017 entered into force on 2 August 2017 and placed Luxembourg among the most innovative space-oriented nations in the world.

Amongst the numerous topics covered by the Markets in Financial Instruments Directive II (MiFID II), the European Securities and Markets Authority (ESMA) has decided to provide further guidance on the requirements regarding product governance through its guidelines dated 2 June 2017 which focus on the target market assessment by manufacturers and distributors of financial products.¬†¬†¬†¬†¬†

The partners of Arendt & Medernach are pleased to announce that their firm has been awarded once again the prestigious ‚ÄúLuxembourg Tax Firm of the Year‚ÄĚ title during the International Tax Review‚Äôs European Tax Awards ceremony held at the Savoy Hotel in London on 18 May.

On 7 June 2017, the official ceremony for the signing of the multilateral instrument (‚ÄúMLI‚ÄĚ) took place bringing to a close a process initiated last year when a consensus was reached on the wording of the MLI on 24 November 2016 (see also our newsflash dated 2 December 2016, available on our website www.arendt.com section Publications/Newsflash).

Luxembourg, May 2017 ‚Äď Arendt & Medernach is proud to have been named ‚ÄúLuxembourg Law firm of the year‚ÄĚ both by Chambers & Partners and IFLR (International Financial Law Review). The prestigious trophies were both received in April in London at the respective ceremonies of the Chambers Europe Awards 2017 and the IFLR European Awards 2017.

The question of the scope of the cost-sharing VAT exemption, also referred to in the Council Directive 2006/112/EC of 28 November 2006 as amended ("EU VAT Directive") as ‚ÄúIndependent Groups of Persons‚ÄĚ or ‚ÄúIGPs‚ÄĚ, is currently being debated at the Court of Justice of the EU (‚ÄúCJEU‚ÄĚ) in several cases.
Last Thursday marked the first milestone regarding this specific VAT exemption since the CJEU released its judgment in the case Commission v Luxembourg (C-274/15).

In the UAE, the risk management activities inherent in running a corporate or investment banking business remain of crucial importance, not least because of the strong local characteristic of ‚Äúname lending‚ÄĚ, by which is meant lending or providing other banking facilities to family or other private businesses, primarily on the strength of the ‚Äúname‚ÄĚ or ‚Äúnames‚ÄĚ of the proprietors standing behind the business, rather than on the strength of the asset quality and underlying credit of the particular business. Of course, in practice, there is commercial overlap between the proprietors and the companies which they own, but the credit analyses can break down where poor banking practices and procedures result in poorly constructed legal documentation and gaps in guarantee and security support documents.